I. The following revisions in red ink are hereby made on page 195 of the preliminary offering memorandum under the title ?? Description of the Notes Offered ?? Senior Notes Interest Reserve Account ?? and the preliminary offering memorandum is hereby amended as follows:
The Trustee has established and maintains the Senior Notes Interest Reserve Account as a separate trust account in the name of the Trustee for the benefit of the Secured Parties.
On the Closing Date, the Principal Issuer will be required to deposit an amount equal to $ ● million in the Senior Notes Interest Reserve Account (the ??Interest reserve deposit on the Series 2021-1 Senior Notes??) and / or arrange for the issuance of an interest reserve letter of credit for this amount. On the Closing Date, the Principal Issuer intends to deposit approximately $ ● million in the Senior Notes Interest Reserve Account in partial settlement of the Interest Reserve Deposit of the Senior Series Notes. 2021-1. An interest reserve letter of credit will be used for the remainder of the interest reserve deposit of the Series 2021-1 Senior Notes.
The ??Amount of the senior note interest reserve?? in respect of any Quarterly Payment Date (and any related Weekly Grant Date) will be equal to the amount of Quarterly Interest on the Senior Notes due on the next Quarterly Payment Date (assuming the amounts available under each variable financing ticket purchase agreement at that time (after giving effect to any commitment reductions on that date) are fully drawn). On each weekly grant date, the principal issuer will apply the amount on deposit in the collection account in accordance with priority (ix) of the priority of payments to make a deposit into the interest reserve account of the first notes. rank of an amount equal to any Senior Note. Insufficient amount in the interest reserve account. The ??Senior securities Insufficient amount in the interest reserve account?? on any determination date is the excess, if any, of the amount of the Senior Notes Interest Reserve over the sum of (a) the amount on deposit in the Senior Notes Interest Reserve Account rank and (b) the amount available under any Credit interest reserve letter relating to the Senior Bonds. If the amount of the Senior Notes interest reserve decreases, including as a result of any reduction in the outstanding principal amount of the Series 2021-1 Class A-2 Notes or any reduction in the maximum principal amount of the Senior Notes Class A-1 Notes Series 2021-1, The resulting excess funds deposited in the Senior Notes Interest Reserve Account will be withdrawn and released.
II. The following revisions in red and blue ink are hereby made on page 284 of the preliminary offering memorandum under the title ?? Description of the basic deed and of the guarantee and guarantee agreement ?? Closing date Changes to the basic deed ?? and the preliminary offering memorandum is hereby amended as follows:
On the Closing Date, the Principal Issuer, Trustee and Citibank, NA, as Securities Intermediary, expect to complete the Series 2021-1 Basic Deed Supplement, which will make certain changes to the basic act for, among others:
(i) make certain clarifying changes to the definition of “indebtedness”? and allow the basket of the trust deed which allows securitization entities to guarantee the debt of franchisees to be used for debt guarantees more generally;
(ii) specify that insofar as the Principal Issuer deposits part of the Residual Amounts in an Administrative Collection Account and then chooses to include the Excess Amount of the Main Account and Interest in the calculation of the Leverage Ratio Senior ABS, the Principal Issuer may choose to release these funds from the Senior Bond Interest Payment Account or the Senior Bond Principal Payment Account if the Principal Issuer has a Senior ABS Leverage Ratio of less than 6.5x (or, from the date of implementation of the spring changes, 7.0x) without including the senior capital and the excess amount of the interest account in the calculation thereof (which ratio will be calculated as if the date of this calculation were the date of issue of an additional series of Notes); and
(iii) remove the restriction that the service contract, as a related document, cannot be amended, modified, deleted, supplemented, terminated or abandoned without the consent of the controlling party (x) if the service provider has resigned or been withdrawn or the Service Contract has been otherwise terminated and amendments or modifications or a new contract are necessary to replace or accommodate a successor provider or (y) to the extent that the consent of the Controlling Party or the Provider is not required, in which case the Agreement may be amended in accordance with the terms of the service agreement
(iv) change the definition of “securitization operating costs”? to include the fees and expenses of any subcontractor operating outside the United States, to the extent that such subcontractor’s fees and expenses are payable by the Prime Issuer in accordance with the terms of the Service Agreement.
The modifications made to the basic act described in clauses (i) to
(iv)(iii) above, as well as any other modification of the basic act which are set out in the supplement to the basic act of the series 2021-1 and the terms of which are supposed to come into force on the date of the supplement to the Basic Deed of the 2021-1 Series, are collectively referred to herein as ?? Amendments to the Closing Date of the Basic Deed ?? and will come into effect with the consent of the controlling party on the closing date. All holders of Series 2021-1 Senior Notes will acquire their Series 2021-1 Senior Notes subject to the changes made on the Base Indenture on the Closing Date.
III. The following revisions in red and blue ink are hereby made on page 288 of the preliminary offering memorandum under the title ?? Description of Contribution Agreements ?? Contribution Agreements ?? Contributed Real Estate ?? and the preliminary offering memorandum is hereby amended as follows:
?? As of April 4, 2021, the contributed real estate assets consist of (i)
142638 contribution property plots, (ii) contributed restaurant leases, retained restaurant leases and franchised restaurant leases related to these contributed property plots, and (iii) restaurant leases provided to third parties. On the initial closing date, the existing real estate owners contributed the real estate assets contributed to the securitization entities by delivering special signed guarantee deeds, or the local equivalent thereof, in recordable form, which deeds were recorded within six months of the initial closing date. Closing date in the counties in which the properties belonging to the contribution were located. ??